================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                             -----------------------
                                   FORM 10-QSB
                             -----------------------
(Mark One)
   |X|     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934 For the quarterly period ended
           September 30, 2006.

   |_|     Transition Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934
           For the transition period from ___________ to ___________

                        Commission File Number 001-12321
                             -----------------------
                                Tuxis Corporation
                 (Name of small business issuer in its charter)
                             -----------------------
<TABLE>
<CAPTION>
                         <S>                                                   <C>
                       Maryland                                              13-3196171
               (State of incorporation)                         (I.R.S. Employer Identification No.)

         11 Hanover Square, New York, New York                                  10005
       (Address of principal executive offices)                              (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: 1-212-785-9300
                             -----------------------
           Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
                          <S>                                                  <C>
                  Title of each class                         Name of each exchange on which registered
                     Common Stock                                      American Stock Exchange
       Rights to Purchase Series A Participating                       American Stock Exchange
</TABLE>

        Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|.

The number of shares outstanding of the issuer's classes of common equity, as of
November 13, 2006: Common Stock, par value $.01 per share - 983,776 shares.
================================================================================

                                       1
<PAGE>

<TABLE>
<CAPTION>
INDEX
<S>                                                                                                         <C>
PART I. FINANCIAL INFORMATION                                                                              PAGE
-----------------------------                                                                              ----
Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheet at September 30, 2006
                                                                                                              3
Condensed Consolidated Statements of Income
-        Three months ended September 30, 2006 and 2005
-        Nine months ended September 30, 2006 and 2005
                                                                                                              4
Condensed Consolidated Statement of Shareholders' Equity at September 30, 2006                                5
Condensed Consolidated Statements of Cash Flows
-        Nine months ended September 30, 2006 and 2005                                                        6
Notes to Condensed Consolidated Financial Statements

                                                                                                              7
Item 2. Management's Discussion and Analysis or Plan of Operation                                            16
Item 3. Controls and Procedures                                                                              21

PART II. OTHER INFORMATION
Item 1.  Legal Proceedings                                                                                   22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                          22
Item 3. Defaults Upon Senior Securities                                                                      22
Item 4. Submission of Matters to a Vote of Security Holders                                                  22
Item 5. Other Information                                                                                    22
Item 6. Exhibits                                                                                             22

CERTIFICATION SIGNATURES                                                                                     23
</TABLE>

                                       2
<PAGE>

                                TUXIS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2006
                                   (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
<S>                                                                                                            <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                                             $ 4,409,693
    Accounts receivable and prepaid expenses                                                                   17,690
                                                                                                               ------
      Total current assets                                                                                  4,427,383
                                                                                                            ---------
Properties and equipment, net                                                                               3,751,530
Other assets                                                                                                    4,129
                                                                                                                -----
                                                                                                            3,755,659
                                                                                                            ---------
      Total assets                                                                                        $ 8,183,042
                                                                                                          ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                                                                   $ 112,132
                                                                                                            ---------
      Total current liabilities                                                                               112,132
                                                                                                              -------

Commitments and contingencies (Note 13)                                                                             -

Shareholders' equity
    Common stock, $0.01 par value, 999,900,000 shares authorized;
      983,776 shares issued and outstanding                                                                     9,838
    Series A participating preferred stock, $0.01 par value, 100,000
      shares authorized, -0- shares issued and outstanding                                                          -
    Additional paid in capital                                                                             10,040,232
    Accumulated deficit                                                                                    (1,979,160)
                                                                                                           ----------
      Total shareholders' equity                                                                            8,070,910
                                                                                                            ---------
      Total liabilities and shareholders' equity                                                          $ 8,183,042
                                                                                                          ===========
</TABLE>

See notes to these unaudited condensed consolidated financial statements.

                                       3
<PAGE>

                                TUXIS CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Three Months Ended                        Nine Months Ended
                                                                 September 30,                            September 30,
                                                          2006                 2005                 2006                 2005
                                                       (Unaudited)          (Unaudited)         (Unaudited)          (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                  <C>                 <C>                     <C>
Revenue
    Rental income                                       $ 10,800              $ 9,819             $ 32,400             $ 19,084
                                                        --------              -------             --------             --------
                                                          10,800                9,819               32,400               19,084
                                                          ------                -----               ------               ------

Expenses
    Employee compensation and benefits                   208,447               99,192              482,307              290,876
    General and administrative                            48,695               33,256              140,052              101,293
    Professional                                          33,953               39,848              106,073              109,136
                                                          ------               ------              -------              -------
                                                         291,095              172,296              728,432              501,305
                                                         -------              -------              -------              -------
Operating loss                                          (280,295)            (162,477)            (696,032)            (482,221)

Non-operating revenue (expense)
    Dividends                                             55,195               43,706              158,702              118,604
    Unrealized depreciation on holdings                        -              (58,775)                   -             (116,088)
                                                        --------              -------             --------             --------


Loss before income taxes                                (225,100)            (177,546)            (537,330)            (479,705)
Income taxes                                              14,313                1,273               32,649                4,720
                                                          ------                -----               ------                -----
Net loss                                              $ (239,413)          $ (178,819)          $ (569,979)          $ (484,425)
                                                      ==========           ==========           ==========           ==========

Basic and diluted per share net loss:
Net loss                                                 $ (0.24)             $ (0.18)             $ (0.58)             $ (0.49)

Basic and diluted weighted average common
    shares outstanding                                   983,776              983,776              983,776              983,776

</TABLE>

See notes to these unaudited condensed consolidated financial statements.

                                       4
<PAGE>

                                TUXIS CORPORATION
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                   (Unaudited)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                 Additional                               Total
                                                         Common Stock              Paid in          Accumulated       Shareholders'
                                                      Shares      Par Value        Capital            Deficit            Equity
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>             <C>               <C>               <C>
Balance at December 31, 2005                           983,776      $ 9,838         $ 9,954,515       $ (1,409,181)     $ 8,555,172

    Net loss                                                 -            -                   -           (569,979)        (569,979)
    Stock compensation expense                               -            -              85,717                  -           85,717
                                                        ------       ------              ------             ------           ------
Balance at September 30, 2006                          983,776      $ 9,838        $ 10,040,232       $ (1,979,160)     $ 8,070,910
                                                       =======      =======        ============       ============      ===========
</TABLE>

See notes to these unaudited condensed consolidated financial statements.

                                       5
<PAGE>

                                TUXIS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                                2006                  2005
                                                                            (Unaudited)           (Unaudited)
---------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                    <C>
Cash flows from operating activities
    Net loss                                                                $ (569,979)           $ (484,425)

    Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities
        Depreciation                                                            24,061                11,704
        Non-cash stock compensation                                             85,717                     -
        Unrealized depreciation on holdings                                          -               116,088
    Decrease in receivables, prepaids, and other assets                          1,363                   945
    (Decrease) increase in income taxes payable                                (25,290)                1,900
    (Decrease) increase in accounts payable and accrued expenses               (46,307)               69,679
                                                                               -------                ------
      Net cash used in operating activities                                   (530,435)             (284,109)
                                                                              --------              --------

Cash flows from investing activities
Purchase of real estate                                                              -            (1,759,201)
Development of real estate                                                    (370,709)             (206,944)
Purchase of equipment                                                                -                (2,600)
                                                                                ------                ------
      Net cash used in investing activities                                   (370,709)           (1,968,745)
                                                                              --------            ----------
      Net decrease in cash and cash equivalents                               (901,144)           (2,252,854)

Cash and cash equivalents
    Beginning of period                                                      5,310,837             7,824,800
                                                                             ---------             ---------
    End of period                                                          $ 4,409,693           $ 5,571,946
                                                                           ===========           ===========

Supplemental disclosure:
    Income taxes paid                                                         $ 57,939               $ 2,320
</TABLE>

See notes to these unaudited condensed consolidated financial statements.


                                       6
<PAGE>

                                TUXIS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006
                                   (Unaudited)

--------------------------------------------------------------------------------

1. ORGANIZATION AND FORMATION OF THE COMPANY
Tuxis Corporation ("Tuxis" or the "Company") is a real estate development and
services company that acquires and manages properties primarily in Dutchess
County, New York through its wholly owned subsidiaries.

Tuxis was incorporated under the laws of the State of Maryland on December 8,
1983 and commenced operations on March 7, 1984 as Bull & Bear Tax-Free Income
Fund, a diversified series of shares of Bull & Bear Municipal Securities, Inc.,
an open-end management investment company registered under the Investment
Company Act of 1940 (the "1940 Act"). On November 8, 1996, upon stockholder
approval, Tuxis registered under the 1940 Act as a closed-end investment company
as Bull & Bear Municipal Income Fund, Inc. by filing Forms N-8A and N-2. In
1998, stockholders approved proposals to change the Company's investment
objective and certain investment policies, to change the Company's name to Tuxis
Corporation, and to change the classification of Tuxis from a diversified
investment company to a non-diversified investment company.

In October 2001, the Company's stockholders approved proposals to change the
nature of the Company's business so as to cease to be an investment company and
to amend the Company's fundamental investment policies regarding concentration
and investing directly in real estate. Subsequently, the Company's management
ceased all activities relating to investment securities and established
operations in the real estate business.

On October 5, 2005, the SEC issued an order declaring that the Company had
ceased to be an investment company effective immediately. As a result, we are
currently a publicly held company subject to the reporting and other
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and are no longer subject to regulation under the 1940 Act. The Company's
shares are currently listed on the American Stock Exchange.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited interim financial information contained in these condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended December
31, 2005, included in our Annual Report on Form 10-KSB filed with the SEC.

Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries:

                   Tuxis Real Estate I LLC ("TRE I")
                   Tuxis Real Estate II LLC ("TRE2")
                   Tuxis Real Estate Brokerage LLC ("TREB")
                   Tuxis Operations LLC ("TOP")
                   Winmark Properties I LLC ("Winmark I")

All significant intercompany accounts and transactions have been eliminated in
consolidation.

                                       7
<PAGE>

Management's Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Estimates are primarily used in the determination of
long-lived asset impairment and expense allocations. Actual results may differ
from those estimates.

Properties and Equipment
Properties are stated at the lower of fair value, less costs to sell, or cost,
which includes acreage, development, construction and carrying costs, and other
related costs. Certain carrying costs are capitalized on properties currently
under development. Capitalized costs are assigned to individual components of a
project under development, as practicable, whereas other common costs, if any,
are allocated based on a relative value method as appropriate under the
circumstances.

In accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," when events or
circumstances indicate that an asset's carrying amount may not be recoverable,
an impairment test is performed. Events or circumstances that the Company
considers indicators of impairment include significant decreases in market
values, adverse changes in regulatory requirements (including environmental
laws), and current period or projected operating cash flow losses. Impairment
tests for properties to be held and used involve the use of estimated future net
undiscounted cash flows expected to be generated from the use of the property
and its eventual disposition. If projected undiscounted cash flow from
properties to be held and used is less than the related carrying amount, then a
reduction of the carrying amount of the long-lived asset to fair value is
required. Measurement of the impairment loss is based on the fair value of the
asset. The Company determines fair value using valuation techniques such as
discounted expected future cash flows, estimated market values for similar
properties in similar locations, and management estimates of costs to sell. If
estimated fair value less costs to sell is less than the related carrying
amount, then a reduction of the long-lived asset to fair value less costs to
sell is required. No impairment losses are reflected in the accompanying
unaudited condensed consolidated statements of income.

Cash and Cash Equivalents
Investments in money market funds and short-term investments and other
marketable securities maturing in 90 days or less are considered to be cash
equivalents. At September 30, 2006, the Company held approximately $4,400,000 in
money market funds.

Revenue Recognition
Rental income is derived from an operating lease and is recognized on the
straight-line method of accounting under which rental income based on the
contractual rent increases or rebates is recognized evenly over the lease term.
The difference between recognized rental income and rental cash receipts is
accounted for as a deferred asset. The lease agreement provides for an annual
increase in rent based on a published statistical index. This additional rent is
recognized on an accrual basis.

Depreciation
Acquisitions and additions are capitalized while routine maintenance and
repairs, which do not improve the asset or extend its life, are charged to
expense when incurred. Depreciation is being provided by the straight-line
method over the estimated useful lives of the respective assets.

Income Taxes
The Company and its subsidiaries file consolidated income tax returns. The
Company's method of accounting for income taxes conforms to the Financial
Accounting Standards Board ("FASB")'s Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." This method

                                       8
<PAGE>

requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the financial reporting
basis and tax basis of assets and liabilities. The Company records a valuation
allowance to reduce the deferred tax asset to an amount that is more likely than
not to be realized.

Reporting Segment
The Company's primary business is the ownership, development, and management of
real estate with a geographic concentration in Dutchess County, New York.
Accordingly, the Company has concluded it currently has a single reportable
segment for FASB Statement No. 131, "Disclosure about Segments of an Enterprise
and Related Information" purposes.

Earnings Per Share
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of common and common equivalent shares
outstanding during the period. The following table sets forth the computation of
basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                                           Three Months Ended           Nine Months Ended
                                                              September 30,               September 30,
                                                           2006          2005           2006          2005
---------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>            <C>           <C>
Net loss                                                  $(239,413)    $(178,819)     $(569,979)    $(484,425)
                                                          =========     =========      =========     =========
Basic and diluted weighted-average
    common shares outstanding                               983,776       983,776        983,776       983,776
                                                            =======       =======        =======       =======
Basic and diluted net loss per share of
    common stock                                            $ (0.24)      $ (0.18)       $ (0.58)      $ (0.49)
                                                            =======       =======        =======       =======
</TABLE>

Stock options representing 11,000 and 128,900 shares that otherwise would have
been included in the earnings per share calculations for the three months and
nine months ended September 30, 2006, respectively, were excluded because of the
net losses reported. There were no potentially dilutive shares in 2005.

3. CHANGE IN ACCOUNTING PRINCIPLE
Prior to October 5, 2005, the Company operated under the 1940 Act as a
non-diversified closed-end management investment company. As such the Company
recorded its net assets at fair value (market value). The SEC approved the
application for de-registration of the Company as a registered investment
company on October 5, 2005. Therefore, the quarter ended December 31, 2005,
reflected the non-recurring charge relating to the change in accounting method
for the cumulative effect of recording investments in its wholly owned
subsidiaries at fair value to consolidating such subsidiaries.

4. PROPERTY ACQUISITION
On March 10, 2005, the Company acquired through its wholly owned subsidiary
Winmark I, a 215 acre parcel of undeveloped land located in Clinton Corners and
Millbrook, New York for an aggregate price $1,951,700 in cash. The purchase
price was allocated to long-lived assets.

                                       9
<PAGE>

5. PROPERTIES AND EQUIPMENT
At September 30, 2006, properties and equipment consisted of:

Property held for use - under development
    Land and land improvements                                $ 2,093,335
    Building and building improvements                          1,336,926
                                                          ----------------

                                                                3,430,261
                                                          ----------------

Property held for use - under lease
    Land                                                           80,000
    Building and building improvements                            174,795
    Equipment and fixtures                                        116,862
                                                          ----------------

                                                                  371,657
    Less accumulated depreciation                                  50,388
                                                          ----------------

                                                                  321,269
                                                          ----------------

                                                              $ 3,751,530
                                                          ================


At September 30, 2006, our principal real estate holdings are currently in the
Millbrook and Clinton Corners areas of northern Dutchess County, New York. Our
most significant holdings are the 215.42 acre parcel of undeveloped land located
in the Towns of Washington (Millbrook) and Clinton (Clinton Corners) and the
18,598 square foot commercial property in Mabbettsville, New York now known as
"Millbrook Commons" (formerly known as "Washington Lanes"). We also own an
adjacent 1,006 square foot commercial property known as the Mabbettsville Dairy
Cream.


6. FUTURE MINIMUM RENTS
The Company, through its subsidiary TRE2, executed a five year operating lease
for its 1,006 square foot commercial property commencing on April 1, 2005. The
lease terms provide for a non-cash rebate of $9,000 during the first year of the
lease. The lease payments are subject to an annual adjustment compounded
annually based on the cost-of-living adjustment as determined by the U.S.
Department of Labor, Bureau of Statistics, Consumer Price Index, or if no longer
calculated, a similar adjustment. A third party has guaranteed lease payments of
approximately $81,000 for the first two years of the lease.

The excess of contractual rental income over rental income recognized on a
straight-line basis of $9,000 is being amortized over the term of the lease.

Future minimum rentals under the non-cancellable operating lease are as follows:

                        Year              Minimum Rent
                ---------------------  --------------------

                        2006                      $ 45,000
                        2007                        45,000
                        2008                        45,000
                        2009                        45,000
                        2010                        11,250
                                       --------------------

                       Total                     $ 191,250
                                       ====================

                                       10
<PAGE>

7. INCOME TAXES
The income tax provision is comprised of the following:

<TABLE>
<CAPTION>
                                                Three Months Ended                Nine Months Ended
                                                   September 30,                   September 30,
                                               2006           2005             2006            2005
----------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>           <C>              <C>
Current provision:
    Federal                                 $      -            $ -              $ -             $ -
    State and local                           14,313          1,273           32,649           4,720
                                              ------          -----           ------           -----
      Total current provision                 14,313          1,273           32,649           4,720
                                              ------          -----           ------           -----

Deferred provision                            82,775              -          210,789               -
Valuation allowance                          (82,775)             -         (210,789)
                                             -------        -------         --------         -------
Total provision for income taxes            $ 14,313        $ 1,273         $ 32,649         $ 4,720
                                            ========        =======         ========         =======
</TABLE>

As of September 30, 2006, deferred taxes were comprised of the following:

Deferred tax assets:
    Net operating loss carryforward                              $ 752,295
    Stock compensation expense                                      33,000
    Net capital loss carryforward                                   15,100
                                                       --------------------

    Total deferred tax assets                                      800,395

Valuation allowance                                               (800,395)
                                                       --------------------

Deferred tax assets after valuation allowance                          $ -
                                                       ====================

Deferred tax assets include the current period operating loss and the
recognition of the net operating and net capital loss carryforwards of the
Company when it operated as a regulated investment company.

As of December 31, 2005, the net operating loss carryforwards of $1,374,689
expires as follows: $38,741 in 2022, $332,365 in 2023, $442,592 in 2024, and
$560,991 in 2025. The capital loss carryforward of $36,742 expires in 2008.

The difference between the effective provision (benefit) for income taxes and
the amount computed using the U.S. federal income tax rate is as follows:


<TABLE>
<CAPTION>
                                                                         Nine Months Ended
                                                                            September 30,
                                                                     2006                 2005
                                                                 ------------         ------------
<S>                                                                   <C>                  <C>
Statutory U.S federal rate                                          (34.0)%                 -      %
State income taxes, net of federal benefit                            6.0                   -
Valuation allowance for deferred tax assets                          34.0                   -
                                                                 ------------         ------------
Effective tax rate                                                    6.0 %                 -      %
                                                                 ============         ============
</TABLE>

                                       11
<PAGE>

8. DEFINED CONTRIBUTION PLAN
In 2006, the Company began participating in a 401(k) retirement plan for
substantially all of its qualified employees. The plan is sponsored by an
affiliate of the Company, Winmill & Co. Incorporated ("Winco"). In 2005, the
Company sponsored a SIMPLE IRA plan for substantially all of its qualified
employees. Company matching expense under the 401(k) plan and the SIMPLE IRA
plan is based upon a percentage of contributions by eligible employees and are
accrued and funded on a current basis. Matching expense for the three months
ended September 30, 2006 and 2005 was $4,602 and $2,550, respectively. Matching
expense for the nine months ended September 30, 2006 and 2005 was $25,010 and
$5,655, respectively.

9. INCENTIVE COMPENSATION PLAN
On May 23, 2006, the Company's shareholders approved the adoption of the 2006
Incentive Compensation Plan (the "Plan"), which provides for performance-based
compensation including the granting of a maximum of 196,755 options to purchase
common stock to directors, officers and key employees of the Company or its
affiliates. The option price per share may not be less than the fair market
value of such shares on the date the option is granted, the maximum term of an
option may not exceed 5 years, and the vesting period is three years of service.
Under certain conditions participants will have 3 months after the employment
relationship ends to exercise all vested options.

The Company accounts for the cost of its stock options under Statement of
Financial Accounting Standards ("SFAS") No. 123(R) "Share-Based Payment" and
recognizes compensation expense for its share-based payments based on the fair
value of the awards granted. Share-based payments include stock option grants
under the Plan. The adoption of SFAS 123(R)'s fair value method has resulted in
additional share-based expense (affecting compensation expenses and taxes)
related to stock options of $81,369 and $85,717 for the three months and nine
months ended September 30, 2006, respectively. This additional share-based
compensation increased pre-tax net loss and net loss by $81,369 and $76,487,
respectively, for the three months ended September 30, 2006 and $85,717 and
$80,574, respectively, for the nine months ended September 30, 2006.

The fair value of each option grant is separately estimated for each grant date
in the period. The fair value of each option is amortized into compensation
expense on a straight-line basis between the grant date for the award and each
vesting date. The Company has estimated the fair value of all stock option
awards as of the date of the grant by applying the Black-Scholes option pricing
valuation model. The application of this valuation model involves assumptions
that are judgmental and highly sensitive in the determination of compensation
expense. Forfeitures are estimated at the time of valuation and reduce expense
ratably over the vesting period. This estimate is adjusted periodically based on
the extent to which actual forfeitures differ, or are expected to differ, from
the previous estimate.

The fair values of options granted in the third quarter of 2006 using the
Black-Scholes option pricing valuation model was $1.90 representing 11,000
option awards and $1.66 representing 114,900 option awards. The key assumptions
used in determining the fair value of options granted by applying the
Black-Scholes option pricing valuation model and a summary of the methodology
applied to develop each assumption are as follows:


Expected price volatility                               30.34%
Risk-free interest rate                                  4.86%
Weighted average expected lives in years                    4
Forfeiture rate                                            10%
Dividend yield                                              0%

                                       12
<PAGE>

Expected Price Volatility - The Company estimates the volatility of its common
stock at the date of grant based solely on the historical volatility of its
common stock. The volatility factor used in the Black-Scholes option valuation
model is based on the Company's historical stock prices over the most recent
period commensurate with the estimated expected life of the award.

Risk-Free Interest Rate - This is the U.S Treasury yield in effect at the time
of the grant having a term equal to the expected life of the option. An increase
in the risk-free interest rate will increase compensation expense.

Expected Lives - This is the period of time over which the options granted are
expected to remain outstanding giving consideration to vesting schedules,
historical exercise and forfeiture patterns. The Company uses the simplified
method outlined in SEC Staff Accounting Bulletin No. 107 to estimate expected
lives for options granted during the period. Options granted have a maximum term
of 5 years. An increase in the expected life will increase compensation expense.

Forfeiture Rate - This is the estimated percentage of options granted that are
expected to be forfeited or canceled before becoming fully vested. An increase
in the forfeiture rate will decrease compensation expense.

Expected Dividend Yield - The expected dividend yield is based on the Company's
current dividend yield and the best estimate of projected dividend yields for
future periods within the expected life of the option.

The Company may issue new shares when options are exercised. A summary of stock
option activity is as follows:

<TABLE>
<CAPTION>
                                                          Shares Under          Weighted Average             Total
                                                             Option              Exercise Price              Price
                                                     ----------------------- ----------------------- -----------------------
<S>                                                            <C>                      <C>                  <C>
Granted since May 23, 2006 (Plan inception)                         128,900                  $ 6.55               $ 843,840
                                                     -----------------------

Balance, September 30, 2006                                         128,900                  $ 6.55               $ 843,840
                                                     =======================
</TABLE>

The following table summarizes information about stock options outstanding as of
September 30, 2006:
<TABLE>
<CAPTION>
                                         Weighted-Average
                                            Remaining                                                 Weighted-Average
                          Options        Contractual Life       Weighted-Average       Options       Exercise Price of
   Exercise Price       Outstanding         (in years)           Exercise Price      Exercisable    Exercisable Options
---------------------- --------------- ---------------------  --------------------- -------------- -----------------------
        <S>                 <C>                <C>                     <C>               <C>                  <C>
    $6.00 - $6.60         128,900              4.9                   $ 6.55             47,700             $ 6.59
</TABLE>

At September 30, 2006, the aggregate intrinsic value of all outstanding options
was $479,504 with a weighted average remaining contractual term of 4.9 years.
The total compensation cost related to non-vested awards not yet recognized was
$110,397 with an expense recognition period of approximately 3 years.

                                       13
<PAGE>

10. RELATED PARTIES
Certain officers of the Company also serve as officers and/or directors of
Winco, Bexil Corporation ("Bexil"), and their affiliates (collectively with
Tuxis, the "Affiliates"). At September 30, 2006, Winco's wholly owned
subsidiary, Investor Service Center, Inc., owned 234,666 shares of the Company
and 222,644 shares of Bexil, or 24% and 25%, respectively, of the outstanding
common stock. Winco's wholly owned subsidiary, Midas Management Corporation
("MMC"), acts as "master" payer of compensation and benefits of Affiliate
employees. At September 30, 2006, the Company had a reimbursement payable to MMC
for compensation and benefits of $10,578.

Rent expense of jointly used office space and overhead expense for various
jointly used administrative and support functions incurred by Winco are
allocated to the Company and the Affiliates. The Company incurred allocated rent
and overhead costs of $24,742 and $13,500 for the three months ended September
30, 2006 and 2005, respectively, and $66,742 and $37,500 for the nine months
ended September 30, 2006 and 2005, respectively.

In 2005, MMC performed certain accounting services for the Company. The Company
incurred accounting services costs performed by MMC of $0 and $4,998 for the
three months ended September 30, 2006 and 2005, respectively and $0 and $14,994
for the nine months ended September 30, 2006, respectively.

At September 30, 2006, the Company had $100,159 in a money market fund advised
by MMC and earned $159 in dividends for the three months and nine months ended
September 30, 2006.


11. STOCKHOLDER RIGHTS PLAN
In October 2005, the Board of Directors adopted a stockholder rights plan. To
implement the rights plan, the Board of Directors declared a dividend
distribution of one right for each outstanding share of Tuxis common stock, par
value $.01 per share, to holders of record of the shares of common stock at the
close of business on November 3, 2005. Each right entitles the registered holder
to purchase from Tuxis one one-thousandth of a share of preferred stock, par
value $.01 per share. The rights were distributed as a non-taxable dividend and
will expire on November 3, 2015. The rights are evidenced by the underlying
Tuxis common stock, and no separate preferred stock purchase rights certificates
were distributed. The rights to acquire preferred stock will become exercisable
only if a person or group acquires or commences a tender offer for 25% or more
of Tuxis' common stock. If a person or group acquires or commences a tender
offer for 25% or more of Tuxis' common stock, each holder of a right, except the
acquirer, will be entitled, subject to Tuxis' right to redeem or exchange the
right, to exercise, at an exercise price of $40.50, the right for one
one-thousandth of a share of Tuxis' newly-created Series A Participating
Preferred Stock, or the number of shares of Tuxis common stock equal to the
holder's number of rights multiplied by the exercise price and divided by 50% of
the market price of Tuxis' common stock on the date of the occurrence of such an
event. Tuxis' Board of Directors may terminate the rights plan at any time or
redeem the rights, for $0.01 per right, at any time before a person acquires 25%
or more of Tuxis' common stock.

On October 24, 2005, the Board of Directors authorized the reclassification of
100,000 unissued shares of common stock of the Company (from among 1,000,000,000
shares of common stock, $0.01 par value, of the Company which are authorized)
into 100,000 shares of Series A Participating Preferred Stock, par value $0.01
per share, of the Company.

12. BUSINESS RISK AND UNCERTANTIES
The Company is vulnerable to concentration risks because our current real estate
activities are in one market: Dutchess County, New York. Our properties are
located in northern Dutchess County, New York. The geographic concentration and
limited number of projects expose our operations to

                                       14
<PAGE>

local economic downturns and adverse project-specific risks. Our properties can
be significantly affected thereby also affecting our financial condition and
results of operations.

The TRE2 property is leased to a single tenant and accounted for all of the
rental income for the nine months ended September 30, 2006. A default by this
tenant would impact the results of the consolidated total. Future minimum rents
from this tenant are $191,250.

13. COMMITMENTS AND CONTINGENCIES
At September 30, 2006, there were no contingent obligations or events occurring
that could reasonably be expected to have a material adverse impact on the
Company's financial statements.

                                       15
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         Forward Looking Information

Information or statements provided by or on behalf of the Company from time to
time, including those within this Quarterly Report on Form 10-QSB, may contain
certain "forward-looking information," including information relating to
anticipated growth in revenues or earnings per share. The Company cautions
readers that any forward-looking information provided by or on behalf of the
Company is not a guarantee of future performance and that actual results may
differ materially from those in forward-looking information as a result of
various factors, including, but not limited to, those discussed below. Further,
such forward-looking statements speak only as of the date on which such
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events.

Certain written and oral statements made or incorporated by reference from time
to time by the Company in this report, other reports, filings with the SEC,
press releases, conferences, or otherwise, contain "forward-looking information"
and are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include,
without limitation, any statement that may predict, forecast, indicate or imply
future results, performance or achievements. Forward-looking statements may be
identified, without limitation, by the use of such words as "anticipates,"
"estimates," "expects," "intends," "plans," "predicts," "projects," "believes,"
or words or phrases of similar meaning. Forward-looking statements include risks
and uncertainties, which could cause actual results or outcomes to differ
materially from those expressed in the forward-looking statements. In addition
to other factors and matters discussed elsewhere herein, some of the important
facts that could cause actual results to differ materially from those discussed
in the forward-looking statements include those set forth in the section of our
Annual Report on Form 10-KSB for the period ended December 31, 2005 entitled
"Risk Factors." The listing of risks described in such section entitled "Risk
Factors" is not exhaustive.

Other sections of this report may include reference to the additional factors,
which could adversely impact the Company's business and financial performance.
Moreover, the Company operates in a very competitive and rapidly changing
environment. New risk factors emerge from time to time, and it is not possible
for management to predict all such risk factors, nor can it assess the impact of
known risk factors on the Company business or the extent to which any factor or
combination of factors may cause actual results to differ materially from those
contained in any forward-looking statement. The Company undertakes no obligation
to revise or publicly release the results of any revisions to forward-looking
statements or to identify any new risk factors, which may arise. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual future results.

Investors should also be aware that while the Company does, from time to time,
communicate with securities analysts, it is against the Company's policy to
disclose to them any material, non-public information. Accordingly, investors
should not assume that the Company agrees with any statement or report issued by
any analyst irrespective of the content of the statement or report. Furthermore,
the Company has a policy against issuing or confirming financial forecasts or
projections issued by others. Thus, to the extent that the reports issued by
securities analysts contain any projections, forecasts, or opinions, such
reports are not the responsibility of the Company.

                                       16
<PAGE>

         Overview

Tuxis Corporation, a Maryland corporation ("Tuxis" or the "Company"), is a
holding company operating in the real estate business and related services
through multiple subsidiaries. The Company and its subsidiaries have 10
employees, one of whom is full time.

The Company's multiple subsidiaries correspond to each line of its real estate
business: ownership; management and operations; and sales and leasing.
Accordingly, the businesses of Tuxis Real Estate I LLC ("TRE I"), Tuxis Real
Estate II LLC ("TRE2"), and Winmark Properties I LLC ("Winmark I") consist of
holding title to real estate. Tuxis Operations LLC ("TOP") operates and manages
the properties owned by TRE I, TRE2, and Winmark I. Tuxis Real Estate Brokerage
LLC ("TREB") acts as broker in the purchase, sale and lease of real estate.

Tuxis was incorporated under the laws of the State of Maryland on December 8,
1983, and commenced operations on March 7, 1984, as Bull & Bear Tax-Free Income
Fund, a diversified series of shares of Bull & Bear Municipal Securities, Inc.,
an open-end management investment company registered under the Investment
Company Act of 1940 (the "1940 Act"). On November 8, 1996, upon stockholder
approval, Tuxis registered under the 1940 Act as a closed-end investment company
as Bull & Bear Municipal Income Fund, Inc. by filing Forms N-8A and N-2. In
1998, stockholders approved proposals to change the Company's investment
objective and certain investment policies, to change the Company's name to Tuxis
Corporation, and to change the classification of Tuxis from a diversified
investment company to a non-diversified investment company. In October 2001, the
Company's stockholders approved proposals to change the nature of the Company's
business so as to cease to be an investment company and to amend the Company's
fundamental investment policies regarding concentration and investing directly
in real estate. Subsequently, the Company's management ceased all activities
relating to investment securities and established operations in the real estate
business and related services.

On October 5, 2005, the SEC issued an order declaring that the Company had
ceased to be an investment company effective immediately. As a result, we are
currently a publicly held company subject to the reporting and other
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and are no longer subject to regulation under the 1940 Act. The Company's
shares are currently listed on the American Stock Exchange.

We are engaged in the acquisition, development, management and sale of
commercial and undeveloped land real estate properties located primarily in the
Northeastern United States. We conduct real estate operations on properties we
own through our wholly owned subsidiaries. Our primary goal going forward is to
increase the intrinsic value of the Company over time through operations in real
estate and related services.

Our principal real estate holdings are currently in the Millbrook and Clinton
Corners areas of northern Dutchess County, New York. Our most significant
holdings are the 215.42 acre parcel of undeveloped land located in the Towns of
Washington (Millbrook) and Clinton (Clinton Corners) and the 18,598 square foot
commercial property in Mabbettsville, New York now known as "Millbrook Commons"
(formerly known as "Washington Lanes"). We also own an adjacent 1,006 square
foot commercial property known as the Mabbettsville Dairy Cream.

Our overall strategy is to enhance the value of our Dutchess County, New York
properties by securing and maintaining development entitlements and developing
and building real estate projects on these properties for rent, sale or
investment, thereby increasing the potential return from our core assets. We
continue to investigate and pursue opportunities for new projects that would
require capital investment by us and offer the possibility of acceptable returns
and limited risk. Our progress towards accomplishing these goals includes the
following: over the past year we have successfully permitted and initiated
development of our Millbrook Commons project.

                                       17
<PAGE>

The Millbrook Commons project included a one and a half year special permitting
and site plan approval process through the Town of Washington Planning Board
whereby we successfully secured all permitting rights for the project during
December 2005. The envisioned retail/office/restaurant facility is the largest
building of its kind in the 67 square mile area of the Town of Washington in
northern Dutchess County, New York. Initial demolition work to the interior of
the facility was completed during the third quarter as a first step toward a
complete renovation of the building.

A Master Conceptual Site Plan and Evaluation Report was prepared for our 215.42
acre Winmark Properties I LLC undeveloped land parcel in the growing areas of
Millbrook and Clinton Corners, New York. This is the first step of the approval
and development process for this property that we estimate may take up to two
years to complete. There is no assurance that the undeveloped acreage will be
developed because of the nature of the approval and development process and
market demand for a particular use. Undeveloped acreage includes raw real estate
that can be sold "as is" i.e. no infrastructure or development work has begun on
such property. A developed lot is an individual tract of land that has been
developed and permitted for residential use. A developed lot may be sold with a
home or attached homes already built on it or not. Developed acreage or acreage
under development includes real estate for which infrastructure work over the
entire property has been completed, is currently being completed or is able to
be completed and necessary permits have been received.

On October 5, 2005, we ceased to be an investment company regulated under the
1940 Act. Before that time we recorded our net assets at fair value (or market
value). After that time, we changed our accounting method and began recording
our assets and liabilities on a historical cost basis. We also began
consolidating our accounts with the accounts of our wholly owned subsidiaries
for financial reporting purposes. As an investment company, Regulation S-X, rule
6-03(c)(1) precluded consolidation of any entity (in our case our wholly owned
subsidiaries) other than another investment company. This transition resulted in
a change in accounting principle, as described in Note 3 to the unaudited
condensed consolidated financial statements, included above as Item 1 of this
Quarterly Report. For all other assets and liabilities, fair value approximated
cost at that time and no additional transition adjustment was required.

         Critical Accounting Policies

Our significant accounting policies are described in Note 2 of the unaudited
notes to the condensed consolidated financial statements in Item 1. Not all of
these significant accounting policies require management to make difficult,
subjective or complex judgments or estimates. We believe that our most critical
accounting policies relate to our valuation of long-lived assets, our allocation
of costs, and our fair value accounting policy.

Properties and Equipment

Properties are stated at the lower of fair value, less costs to sell, or cost,
which includes acreage, development, construction and carrying costs, and other
related costs. Certain carrying costs are capitalized on properties currently
under development. Capitalized costs are assigned to individual components of a
project under development, as practicable, whereas other common costs, if any,
are allocated based on a relative value method as appropriate under the
circumstances.

In accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," when events or
circumstances indicate that an asset's carrying amount may not be recoverable,
an impairment test is performed. Events or circumstances that the Company
considers indicators of impairment include significant decreases in market
values, adverse changes in regulatory requirements (including environmental
laws), and current period or projected operating cash flow losses. Impairment
tests for properties to be held and used involve the use of estimated future net
undiscounted cash flows expected to be generated from the use of the

                                       18
<PAGE>

property and its eventual disposition. If projected undiscounted cash flow from
properties to be held and used is less than the related carrying amount, then a
reduction of the carrying amount of the long-lived asset to fair value is
required. Measurement of the impairment loss is based on the fair value of the
asset. The Company determines fair value using valuation techniques such as
discounted expected future cash flows, estimated market values for similar
properties in similar locations, and management estimates of costs to sell. If
estimated fair value less costs to sell is less than the related carrying
amount, then a reduction of the long-lived asset to fair value less costs to
sell is required. Our expected future cash flows are affected by many factors
including the economic condition of the Dutchess County, New York market, the
performance of the real estate industry in the markets where our properties are
located, our financial condition, which may influence our ability to develop
real estate, and governmental regulations.

Because any one of these factors could substantially affect our estimate of
future cash flows, this is a critical accounting policy because these estimates
could result in us either recording or not recording an impairment loss based on
different assumptions. Impairment losses are generally substantial charges. We
have not recorded any such impairment charges. Any impairment charge would more
likely than not have a material effect on our results of operations.

The estimate of our future revenues is also important because it is the basis of
our development plans and also a factor in our ability to obtain the financing
necessary to complete our development plans. If our estimates of future cash
flows from our properties differ from expectations, then our financial and
liquidity position may be compromised, which could result in our suspending some
or all of our development activities.

Allocation of Salary and Overhead Costs. We capitalize a portion of our salary
and overhead costs and also expense a portion of these costs directly to
operations based on the activities of our employees that are directly engaged in
these activities. In order to allocate salary costs, we periodically evaluate
our "corporate" personnel activities to see what, if any, time is associated
with activities that would normally be capitalized or considered part of
operations. After determining the appropriate aggregate allocation, we apply
these factors to our salary costs to determine the appropriate allocations.
Other overhead items are specifically identified at the time of purchase to
determine whether the cost should be capitalized or expensed. Generally,
overhead costs for our properties under development are capitalized. This is a
critical accounting policy because it affects our net results of operations for
that portion which is capitalized. In accordance with paragraph 7 of Statement
of Financial Accounting Standard No. 67 "Accounting for Costs and Initial Rental
Operations of Real Estate Projects" ("SFAS 67"), we only capitalize direct and
indirect project costs associated with the acquisition, development and
construction of a real estate project. Indirect costs include allocated costs
associated with certain pooled resources (such as office supplies, telephone and
postage) that are used to support our development projects, as well as general
and administrative functions. Allocations of pooled resources are based only on
those employees directly responsible for development. We charge to expense
indirect costs that do not clearly relate to a real estate project such as
salary and allocated expenses related to the Executive Chairman.

Fair Value Accounting. The Fair Value Accounting policy applied to years 2004
and prior when we were subject to the reporting requirements of the 1940 Act.
The primary assets for which no market quotations existed in 2004 were the
interests in real estate held by wholly owned subsidiaries TRE I and TRE2. In
2004, these assets comprised approximately 13% of our net assets. In
management's opinion, the historical costs of the other assets and other
liabilities were deemed to approximate fair value. As a general principle, the
current "fair value" of an asset would be the amount we might reasonably expect
to receive for it upon its current sale, in an orderly manner. There is a range
of values that are reasonable for such assets at any particular time. Generally,
cost at purchase, which reflects an arm's length transaction, was the primary
factor used to determine fair value until significant developments affecting the
holding (such as results of operations or changes in general

                                       19
<PAGE>

market conditions) provided a basis for use of an appraisal valuation. In
determining the "cost" of real estate properties, we rely on current accounting
guidelines set forth in SFAS 67 and, as a general principle, costs clearly
associated with the acquisition, development, and construction of a real estate
project are capitalized as a cost of that project. Indirect project costs that
relate to several projects are capitalized and allocated to the projects to
which the costs relate. Such purchase cost and subsequent capitalized costs are,
however, subject to fair valuation and impairment charges. Appraisal valuations
are based upon such factors as book value, earnings, cash flow, the market
prices for comparable assets, an assessment of the asset's current and future
financial prospects, ownership agreements, and various other factors and
assumptions, such as discount rates, valuation multiples, and future growth
projections. Additional factors regarding assets in the form of securities,
which might be considered include: financial standing of the issuer; the
business and financial plan of the issuer and comparison of actual results with
the plan; size of position held and the liquidity of the market; contractual
restrictions on disposition; pending public offering with respect to the
financial instrument; pending reorganization activity affecting the financial
instrument (such as merger proposals, tender offers, debt restructurings, and
conversions); ability of the issuer to obtain needed financing; changes in the
economic conditions affecting the issuer; a recent purchase or sale of a
security of the issuer. Appraisal valuations are necessarily subjective and
management's estimate of values may differ materially from amounts actually
received upon the disposition of the holding. The Board of Directors reviewed
valuation methodologies on a quarterly basis to determine their appropriateness.

         Recent Accounting Pronouncements

We have adopted SFAS 123 (R) which requires the Company to recognize
compensation expense for our share-based payments based on the fair value of the
awards. Share-based payments include stock option grants under the Plan. SFAS
123(R) requires share-based compensation expense to be based on the grant date
fair value of the options.

         Real Estate Acquisitions, Leasing, and Development Activities

In January 2004, we acquired through our wholly owned subsidiary TRE I the
Washington Lanes real estate and improvements, fixtures, and equipment located
in the Town of Washington, Dutchess County, New York ("TRE I Property"). The TRE
I Property is a 1.7 acre property with an 18,598 square foot facility. In
December 2005, we were granted all approvals and special permit by the Planning
Board of the Town of Washington for our plan to re-develop the TRE I Property
for use as a retail center, to be called Millbrook Commons. Initial demolition
work to the interior of the facility was completed during the third quarter as a
first step toward a complete renovation of the building.
As of September 2006, the demolition work to the interior of the facility has
been completed.

In April 2004, TRE2 acquired the real estate, improvements, fixtures, and
equipment ("TRE2 Property") of the Dairy Deli located in the Town of Washington,
Dutchess County, New York. The TRE2 Property includes real estate used for a
year around ice cream stand, on a land area of .35 acres or 15,246 square feet,
with a building area of 1,006 square feet, outbuildings, and fixtures and
equipment used in the operation of the stand. We entered into a net five-year
lease commencing on April 1, 2005, for an annual rental of $45,000 payable in
equal monthly installments (less a $9,000 non-cash rebate in year 1) with an
annually compounding cost-of-living adjustment.

In March 2005, Winmark I acquired a total of 215.42 acres of vacant land
comprised of 70.01 acres in the Town of Clinton and 145.41 acres in the Town of
Washington in Dutchess County, New York (the "Winmark I Property"). We deem the
Winmark I Property as suited for development with adequate road frontage,
minimal wet areas and rolling topography and that the highest and best use for
the Winmark I Property would be for subdivision into oversized residential
parcels and development with mini-estates.

                                       20
<PAGE>

Results of Operations

Revenue. Rental income from the lease of our TRE2 property increased
approximately $1,000 and $13,000 for the three months and nine months ended
September 30, 2006, respectively, compared to 2005. This was due to the signing
of the current five-year lease, which commenced in April 2005.

Expenses. Total expenses increased approximately $119,000 and $227,000 for the
three months and nine months ended September 30, 2006, respectively, compared to
2005. The increase in total expenses was primarily due to increases in
compensation and benefits and general and administrative expenses.

Compensation and benefits increased approximately $109,000 and $191,000 for the
three months and nine months ended September 30, 2006, respectively, compared to
2005. The increase was primarily due to allocated compensation and benefit
expenses for jointly used administrative and support functions incurred by Winco
and charged to the Affiliates, and to non-cash stock compensation costs
recognized from stock options granted in 2006. In 2005, before we received our
de-registration order from the SEC, the cost of jointly used administrative and
support functions was performed by Winco's subsidiary MMC under agreement for
$20,000 per annum.

General and administrative expenses increased approximately $15,000 and $39,000
for the three months and nine months ended September 30, 2006, respectively,
compared to 2005. The increase was primarily due to an increase in rent expense
of jointly used office space and overhead expense for various jointly used
administrative and support functions incurred by Winco and its subsidiaries
which are allocated to the Affiliates.

Non-operating income. Non-operating income increased approximately $70,000 and
$156,000 for the three months and nine months ended September 30, 2006,
respectively, compared to 2005. Dividends earned from our money market fund
investments increased due to the rise in money market yields in 2006 from 2005.
In 2005, as we were still operating as a registered investment company we had an
unrealized loss due to the cost of our property holdings exceeding its fair
value by approximately $58,000 and $116,000 for the three months and nine months
ended September 30, 2005, respectively.

The net loss for the nine months ended September 30, 2006 and 2005 was $569,979
and $484,425, respectively, or a loss of $0.58 per share and $0.49 per share on
a diluted basis, respectively.

Liquidity and Capital Resources

Historically, we have had adequate liquidity to fund our operations.

ITEM 3.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to the Company's
management, including its President and Chief Executive Officer and Principal
Financial Officer, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Management necessarily
applied its judgment in assessing the costs and benefits of such controls and
procedures, which, by their nature, can provide only reasonable assurance

                                       21
<PAGE>

regarding management's control objectives. The Company has carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President and Chief Executive Officer along
with the Company's Principal Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(b). Based on that evaluation, management,
including the Company's President and Chief Executive Officer along with the
Company's Principal Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of September 30, 2006.

          Changes in Internal Controls

In connection with the evaluation of our internal controls during our last
fiscal quarter, our principal executive officer and principal financial officer
have determined that there have been no changes to our internal controls over
financial reporting that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits

None

                                       22
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                  TUXIS CORPORATION

Dated: November 13, 2006                    By:/s/Thomas O'Malley
                                               ------------------
                                               Thomas O'Malley
                                               Chief Financial Officer,
                                               Chief Accounting Officer




                                       23
<PAGE>

              Certification - Exchange Act Rules 13a-14 and 15d-14

I, Mark C. Winmill, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Tuxis Corporation
("small business issuer");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];

c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: November 13, 2006
/s/ Mark C. Winmill
Mark C. Winmill
Chief Executive Officer

                                       24
<PAGE>

              Certification - Exchange Act Rules 13a-14 and 15d-14

I, Thomas O'Malley, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Tuxis Corporation
("small business issuer");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];

c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: November 13, 2006
/s/ Thomas O'Malley
Thomas O'Malley
Chief Financial Officer

                                       25
<PAGE>

                          CEO CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Tuxis Corporation on Form 10-QSB for
the period ended September 30, 2006 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Mark C. Winmill, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

/s/ Mark C. Winmill
Mark C. Winmill
Chief Executive Officer
November 13, 2006



                                       26
<PAGE>

                          CFO CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tuxis Corporation on Form 10-QSB for
the period ended September 30, 2006 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Thomas O'Malley, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

/s/Thomas O'Malley
Thomas O'Malley
Chief Financial Officer
November 13, 2006